SEVERANCE AGREEMENT


         This Severance  Agreement  ("Agreement") is dated as of December 21,
2000 and is between Merisel Americas, Inc., a Delaware corporation (the
"Company"), and Allyson Vanderford ("Associate").

         The Company and Associate hereby agree as follows:

         1.  Definitions.  For purposes of this  Agreement,  the following terms
shall have the meanings set forth below:

         (a) A resignation by Associate shall be with "Good Reason" if after the
date  hereof  (i)  there  has  been a  material  reduction  in  Associate's  job
responsibilities from those that existed immediately prior to such reduction, it
being  understood  that  neither a mere change in title alone nor a reduction in
responsibilities  resulting  from a  reduction  in  the  size  of the  Company's
business   shall   constitute   a  material   reduction   in   Associate's   job
responsibilities,  (ii) without Associate's prior written approval,  the Company
requires  Associate  to be based  anywhere  other  than,  or  within a 20 minute
commute  from,  the  Associate's  current  location,  it being  understood  that
required  travel  on  the  Company's  business  to  an  extent  consistent  with
Associate's normal and customary business travel obligations does not constitute
"Good Reason," (iii) you provide the Company with not less than 60 days' written
notice of your resignation, and your resignation is not effective until at least
60 days after Tim Jenson is no longer an officer of the  Company,  or (iv) there
is a reduction in Associate's base salary.

         (b)  "Termination  for  Cause"  shall  mean if the  Company  terminates
Associate's employment for any of the following reasons:  Associate's misconduct
(misconduct  includes  physical  assault,   insubordination,   falsification  or
misrepresentation  of facts  on  company  records,  fraud,  dishonesty,  willful
destruction of company property or assets, or harassment of another associate by
Associate in violation of the Company' policies);  excessive absenteeism;  abuse
of sick time;  or  Associate's  conviction  for or a plea of nolo  contendere by
Associate to a felony or any crime involving moral turpitude.

         2. Bonus  Payment.  If  Associate  remains an  employee  of the Company
through the Completion Date (as defined below) or if Associate's employment with
the Company terminates prior to the Completion Date for any reason other than as
a result of Termination for Cause, death or permanent disability, or Associate's
resignation  without Good Reason, then the Company shall make a lump sum payment
to Associate  equal to $25,000.  "Completion  Date" shall mean the date on which
the Company has completed  the sale,  restructuring  and/or  winding down in all
material respects of its U.S. distribution business.

         3.  Severance  Obligations.  If  Associate's  employment by the Company
terminates  for any reason  other than as a result of a  Termination  for Cause,
death or permanent disability,  or Associate's  resignation without Good Reason,
then (A) the Company shall pay Associate base  severance and enhanced  severance
equal to 26 weeks or such  greater  amount as  determined  under  the  Company's
severance policy as in effect on the date hereof,  which severance  compensation

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shall be paid to Associate  bi-weekly in accordance with the Company's  standard
payroll practices, and (B) the Company shall reimburse Associate for the cost of
Associate's COBRA payments (at the level of coverage,  including  dependent care
coverage,  as in  effect  immediately  prior  to  such  termination)  under  the
Company's  health  insurance  plans for the period  during  which  Associate  is
entitled to such severance payments. The payments to be made to Associate upon a
termination  contemplated  by this  paragraph 3 are in addition to the  payments
made to employees by the Company upon termination in the ordinary  course,  such
as  reimbursement  for  business  expenses  and vacation pay through the date of
termination.

         4.  Withholding.  The Company  shall deduct from all  payments  paid to
Associate under this Agreement any required amounts for social security, federal
and state  income  tax  withholding,  federal  or state  unemployment  insurance
contributions, and state disability insurance or any other required taxes.

         5. At-Will Employee.  The Company shall have no obligation to retain or
continue  Associate  as an  employee  and  Associate's  employment  status as an
"at-will" employee of the Company is not affected by this Agreement.

         6.  Mitigation.  Associate shall have no obligation to mitigate the
amount of any payment  provided for in this Agreement by seeking employment or
otherwise.

         7.  Associate's  Obligations.  In exchange for the Company  agreeing to
provide the above-described  benefits to Associate,  Associate agrees that prior
to  receiving  any  severance  compensation  from the Company in respect of such
termination,  whether under this Agreement or otherwise,  Associate will execute
and  deliver to the  Company a Waiver,  Release  and  Confidentiality  Agreement
substantially in the form provided to Associate with this Agreement.

         8.  Confidentiality.  Associate agrees that the terms of this Agreement
and the amount and nature of all payments received by Associate  hereunder shall
remain  confidential  and shall not be disclosed to any other person (other than
Associate's  family members,  attorneys and accountants who shall be informed of
and bound by the  confidentiality  provisions of this  Agreement)  other than as
required by court order, legal process or applicable law.

         9.  Arbitration.  Any dispute that may arise between  Associate and the
Company in connection with or relating to this Agreement, including any monetary
claim arising from or relating to this Agreement, will be submitted to final and
binding arbitration in Los Angeles,  California, in accordance with the rules of
the American  Arbitration  Association  ("AAA") then in effect. Such arbitration
shall  proceed  before a single  arbitrator  who shall be selected by the mutual
agreement of the parties. If the parties are unable to agree on the selection of
an  arbitrator,  such  arbitrator  shall  be  selected  in  accordance  with the
Employment  Dispute  Resolution Rules and procedures of the AAA. The decision of
the arbitrator,  including  determination of the amount of any damages suffered,
shall be  conclusive,  final and  binding  on such  arbitrating  parties,  their

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respective heirs, legal representatives,  successors, and assigns. Each party to
any such  arbitration  proceeding  shall bear her or his own attorney's fees and
costs in connection with any such arbitration, except that the Company shall pay
the fees of the arbitrator.

         10.  Miscellaneous.  This Agreement  shall be binding upon and inure to
the benefit of the Company and  Associate;  provided  that  Associate  shall not
assign any of  Associate's  rights or duties  under this  Agreement  without the
express  prior written  consent of the Company.  This  Agreement  sets forth the
parties'  entire  agreement with regard to the subject  matter  hereof.  Neither
party has made any other agreements, representations, or warranties to the other
with respect to the subject  matter of this  Agreement.  This  Agreement  may be
amended  only  by a  written  agreement  signed  by  both  parties.  Should  any
provisions of this  Agreement be declared to be or be determined by any court to
be illegal or invalid,  the validity of the remaining parts, terms or provisions
shall  not be  affected  thereby  and said  illegal  or  invalid  part,  term or
provision shall be deemed not to be part of this Agreement. This Agreement shall
be  governed  by and  construed  in  accordance  with the  laws of the  State of
California.  Any waiver by either  party of any breach of any  provision of this
Agreement  shall not operate as or be  construed  as a waiver of any  subsequent
breach. If any legal action is necessary to enforce the terms of this Agreement,
the prevailing party shall be entitled to reasonable attorneys' fees in addition
to any other relief to which that party may be entitled.

         11.  Counterparts.  This  Agreement  may be  executed  in  two or  more
counterparts,  each of which shall be deemed to be an original, but all of which
shall constitute one and the same instrument,  which shall be effective upon the
execution  hereof by all of the parties  hereto.  A complete set of counterparts
shall be made available to each party hereto.

         IN WITNESS WHEREOF, the parties hereto have executed this Agreement, as
of the day and year first written above.

MERISEL AMERICAS, INC.


By:
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      Timothy N. Jenson
      Executive Vice President and Chief Financial Officer


ALLYSON VANDERFORD



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